SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): October 20, 1997
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 0-7931 72-0701203
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
201 ST. CHARLES AVE., 29TH FLOOR, NEW ORLEANS, LOUISIANA 70170
(Address of principal executive offices - Zip Code)
Registrant's telephone number, including area code: (504) 623-1371
N/A
(Former name or former address, if changed since last report)
The undersigned Registrant hereby amends Item 5 of its Current Report
(Form 8-K) dated October 20, 1997 to read in its entirety as follows:
Item 5. Other Events.
On October 20, 1997, Banc One Corporation ("Banc One")
and First Commerce Corporation ("FCC") entered into an
agreement and plan of merger (the "Merger Agreement"),
pursuant to which FCC will be merged with a wholly-owned
subsidiary of Banc One (the "Merger").
In accordance with the terms of the Merger Agreement,
each share of FCC common stock ("FCC Common Stock")
outstanding immediately prior to the effective time of the
Merger (the "Effective Time") will be converted into the
right to receive 1.28 shares (the "Exchange Ratio") of Banc
One common stock ("Banc One Common Stock"). Each holder of
FCC Common Stock who would otherwise be entitled to receive
a fractional share of Banc One Common Stock (after taking
into account all of a shareholder's certificates) will
receive cash, in lieu thereof, without interest.
The Merger Agreement may be terminated by FCC by giving
notice to Banc One if (x) both (i) the average closing price
of Banc One Common Stock for the five full trading days
ending two business days before the closing date set for the
merger (the "Average Closing Price") is less than $49.67 and
(ii) the number obtained by dividing the Average Closing
Price by $55.19 (the closing price of Banc One Common Stock
on October 17, 1997) is less than the number obtained by (a)
dividing the average of the closing prices of a specified
index of bank stocks during the above-mentioned five-day
period by the closing price of such index on October 17,
1997 and (b) subtracting 0.10; or (y) the Average Closing
Price is less than $47.46. If FCC seeks to terminate the
Merger Agreement pursuant to the conditions set forth in the
preceding sentence, Banc One may determine, in its sole
discretion, to increase the Exchange Ratio to eliminate
FCC's right to terminate the Merger Agreement.
The Merger is intended to constitute a reorganization
under Section 368(a) of the Internal Revenue Code of 1986,
as amended, and to be accounted for as a pooling-of-
interests.
In addition, the Merger Agreement contemplates that
each stock option or other right to purchase a share of FCC
Common Stock under the stock option and other stock-based
compensation plans of FCC (each an "FCC Plan"), will be
converted into and become a right to purchase 1.28 shares of
Banc One Common Stock in accordance with the terms of the
FCC Plan and the FCC option or right agreement by which it
is evidenced.
Consummation of the Merger is subject to various
conditions, including: (i) receipt of the requisite approval
by the shareholders of FCC; (ii) receipt of requisite
regulatory approvals from the Board of Governors of the
Federal Reserve System and other federal and state
regulatory authorities; (iii) receipt of opinions as to the
tax and accounting treatment of certain aspects of the
Merger; (iv) listing, subject to notice of issuance, of the
Banc One Common Stock to be issued in the Merger; and (v)
satisfaction of certain other conditions.
The Merger Agreement and the Merger will be submitted
for approval at a meeting of the shareholders of FCC. Prior
to such meeting, Banc One will file a registration statement
with the Securities and Exchange Commission registering
under the Securities Act of 1933, as amended, the Banc One
Common Stock to be issued to the FCC shareholders in the
Merger, including a prospectus that will also serve as a
proxy statement for the FCC shareholders' meeting.
In connection with the Merger Agreement, Banc One and
FCC entered into a stock option agreement dated October 20,
1997 (the "Stock Option Agreement"), pursuant to which FCC
granted to Banc One an option to purchase, under certain
circumstances, up to 9,689,000 shares of FCC Common Stock at
a price, subject to certain adjustments, of $64.00 per share
(the "Option"). The Option is exercisable upon the
occurrence of certain events, none of which has occurred as
of the date hereof and, if exercised, would give the holder
thereof the right to acquire, after giving effect to the
exercise of the Option, 19.9% of the total number of shares
of FCC Common Stock outstanding. The Option Agreement was
granted by FCC as a condition and inducement to Banc One's
willingness to enter into the Merger Agreement.
In connection with the execution of the Merger
Agreement and the Option Agreement, FCC amended its Rights
Agreement, dated as of February 27, 1996 (as amended, the
"Rights Agreement"), between FCC and First Chicago Trust
Company of New York, as rights agent, to provide that the
agreements entered into in connection with the Merger with
Banc One would not trigger the rights issued under the
Rights Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
No. Document Description
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99(a) Press Release issued on October 20, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly authorized.
FIRST COMMERCE CORPORATION
--------------------------
(Registrant)
By: /s/ Thomas L. Callicutt, Jr.
--------------------------------------
Thomas L. Callicutt, Jr.
Executive Vice President, Controller and
Principal Accounting Officer
Dated: November 6, 1997
INDEX TO EXHIBITS
Exhibit Sequential
No. Document Description Page No.
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99(a) Press Release issued on October 20, 1997 6